SEC FORM 3

SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

CASE STEPHEN M

(Last)

(First)

(Middle)

C/O SWEETGREEN, INC.

3101 W. EXPOSITION BOULEVARD

(Street)

LOS ANGES

90018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2021

3. Issuer Name and Ticker or Trading Symbol
Sweetgreen, Inc. [ SG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	140,073	⁽¹⁾	I	See footnote⁽³⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	23,471	⁽¹⁾	I	See footnote⁽³⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	2,455,505	⁽¹⁾	I	See footnote⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	3,132,678	⁽¹⁾	I	See footnote⁽⁵⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	97,783	⁽¹⁾	I	See footnote⁽⁶⁾
Series G Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock⁽²⁾	555,555	⁽¹⁾	I	See footnote⁽⁷⁾

Explanation of Responses:

1. The Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, is convertible into shares of Common Stock on a 1:1 basis and has no expiration date. At 11:59 p.m. Eastern time on the day immediately prior to the completion of the initial public offering of the Issuer's Class A Common Stock, the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock.

2. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock.

3. The shares are held by TF Group Holdings LLC.

4. Includes 818,492 shares held by Georgetown SG Holdings, LLC, 818,521 shares held by Revolution Growth II, LP and 818,492 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Includes 1,044,226 shares held by Georgetown SG Holdings, LLC, 1,044,226 shares held by Revolution Growth II, LP and 1,044,226 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. Includes 32,594 shares held by Georgetown SG Holdings, LLC, 32,595 shares held by Revolution Growth II, LP and 32,594 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. Includes 185,185 shares held by Georgetown SG Holdings, LLC, 185,185 shares held by Revolution Growth II, LP and 185,185 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Andrew Glickman, Attorney-in-fact	11/17/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SEC Form 3 filed by new insider Case Stephen M